Common use of CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE Clause in Contracts

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventory, except for sales or dispositions of Inventory in the ordinary course of business; (f) use its best efforts to preserve intact the current business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Business; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 herein.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller Sellers shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its their best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its their Records in accordance with prior practice, maintain the Purchased Assets and the Inventory inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its their best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventoryinventory, except for sales or dispositions of Inventory inventory in the ordinary course of business; (f) use its their best efforts to preserve intact the current business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating Sellers with respect to the Business; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by SellerSellers, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's Sellers' responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller either of the Sellers in any court, or any action against Seller either of the Sellers before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller neither of the Sellers shall not take any of the actions (over which Seller Sellers can exercise control) listed in Section 5.9 herein.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventory, except for sales or dispositions of Inventory in the ordinary course of business; (f) use its best efforts to preserve intact the current business organization organizations and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Business; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 herein.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From Except with the consent in writing of Buyer and except as may be required to effect the transactions contemplated by this Agreement and the other transactions described in the Recitals, each of the Seller Group Entities covenants that, between the date hereof through of this Agreement and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, it will cause each Seller shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect conduct the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during past practice, including, but not limited to, the twelve manner in which each Seller collects its receivables and pays its payables, and will cause each Seller to, except as otherwise provided in this Agreement: (12a) months preceding Use its best efforts to preserve the organization of the Business intact and preserve the goodwill of customers and others having business relations with Sellers in connection with the Business; (b) maintain the tangible Purchased Assets in the same working order and condition as such Purchased Assets are in as of the date hereof, ordinary wear and tear and insured casualty excepted; (c) keep in force at no less than their present limits all existing bonds and policies of this Agreementinsurance (or replacements therefor) insuring the Purchased Assets or the Business; (d) not enter into any contract, commitment, arrangement or transaction which has a value, either individually or in the aggregate with other such contracts, commitments, arrangements or transactions, in excess of $10,000; (e) promptly advise Buyer in writing of any matters arising or discovered after the date of this Agreement which, if existing or known at the date hereof, would be required to be set forth or described in this Agreement or the Schedules hereto; (f) not sell, transfer, lease or otherwise dispose of any assets of any Seller or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventory, except for sales or dispositions of Inventory in Business outside the ordinary course of business; (f) use its best efforts to preserve intact the current business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Business; (g) operate the Business in all material respects in accordance with the NRTC Agreementsnot acquire by merger, comply in all material respects with all lawsconsolidation or purchase any business, rules and regulations applicable to itcorporation, including the regulations and policies of the NRTC and DirecTvpartnership, association or other business organization; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies not acquire any assets outside the ordinary course of all reports to and other filings and correspondence with the NRTC and DirecTvbusiness; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy not increase the annual level of (i) compensation of any notice employee of the revocationBusiness or grant any bonuses, suspension benefits, or limitation other direct or indirect forms of compensation to any employee, director, agent or consultant of the rights underBusiness, except in the ordinary course of business consistent with past practices; (j) not adopt or of amend any proceeding for Employee Plans, except as required by law provided however, that the revocation, suspension, or limitation 401(k) Benefit Plans covering employees of the rights underBusiness shall, any of by Board resolution, be terminated prior to the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses theretoClosing; and (jk) notify Purchaser not make any material changes in writing immediately upon learning of the institution its operations, accounting methods or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 hereinpractices.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventory, except for sales or dispositions of Inventory in the ordinary course of business; (f) use its best efforts to preserve intact the current business organization organizations and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Business; provided, however, Seller may enter into employment agreements and stay bonus arrangements with key personnel of Seller; provided further that Purchaser shall not have any liability with respect to such agreements or arrangements; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 herein.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements or any of the Other Assumed Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements and the Other Assumed Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or InventoryAssets, except for sales or dispositions of Inventory in the ordinary course of business; (f) use its best efforts to preserve intact the current business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Business; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 herein.the

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller and Owners shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventory, except for sales or dispositions of Inventory in the ordinary course of businessAssets; (f) use its their best efforts to preserve intact the current business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the BusinessSeller; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, neither Seller nor Owners shall not take any of the actions (over which Seller or Owners can exercise control) listed in Section 5.9 herein.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From Except as otherwise consented to or approved by HPL in writing or as required or contemplated by this Agreement, between the date hereof through of this Agreement and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller shallEffective Time: (a) consult The business of DYM shall be operated only in the ordinary course consistent with Purchaser on past practices (including, without limitation, its normal accounts receivable and payable practices) and in compliance with all applicable laws and regulations. DYM shall use commercially reasonable efforts to preserve and maintain DYM's goodwill, including relationships with employees, suppliers and customers; provided that such efforts shall not require DYM to breach any of its other covenants hereunder. DYM shall maintain quantities of inventories in a regular basis manner consistent with respect prior practice. In addition, DYM shall maintain records and books of account consistent with past practices and to continue to carry all decisions which might adversely affect of the Business or insurance for its business described in the Purchased Assets;Disclosure Schedule. (b) Without the prior written consent of HPL or Merger Sub, which consent shall not modifybe unreasonably withheld or delayed, amend, alter or terminate DYM shall not take any of the NRTC Agreementsfollowing actions: (i) incurring or becoming subject to, or waive agreeing to incur or become subject to, any default material obligation or breach thereunder; liability (cabsolute or contingent, accrued or unaccrued) comply in all material respects with the NRTC Agreementsrelated to DYM, use its best efforts to cure any default or breach thereunderexcept current liabilities incurred, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practiceobligations under contracts entered into, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance of business consistent with past practices during and provided specifically that DYM shall not enter into any loan or extension of loan with respect to any real or personal property or otherwise for the twelve (12) months preceding the date business of this AgreementDYM; (eii) not sellmortgaging, transferpledging, dispose granting or permit a assuming any Lien, directly charge or indirectlyany other encumbrance, on or the agreeing so to do, in respect to any of DYM's assets except in each case in the ordinary course of business consistent with past practices or where such matter arises by operation of law; (iii) waiving or compromising any material rights of, or any material debt owed to, DYM; (iv) entering into any transactions other than in the ordinary course of business consistent with past practices; (v) increasing the rate of compensation payable or to become payable to any of the Purchased Assets officers, employees or Inventoryagents of DYM, whether in the form of salary, bonus, severance or termination, options, warrants, benefits or other form of compensation in any form; (vi) terminating or amending any Material Contract except as expressly required by such Contract's own terms; (vii) through negotiation or otherwise, making any commitment or incurring any liability or obligation to any labor organization; (viii) change the application of accounting principals with respect to the business of DYM or any of DYM's assets or liabilities, (including without limitation, any change in depreciation or amortization policies or rates and/or writing down the value of inventory or writing off notes or accounts receivables); (ix) making any capital expenditures or entering into commitments for sales capital expenditures exceeding the aggregate amount of $25,000; (x) commencing or dispositions settling any litigation except those related to insured claims or arising in the ordinary course of Inventory business consistent with past practices; (xi) declaring or paying any dividend or making any distribution on its capital stock or redeeming, purchasing or otherwise acquiring any of its capital stock; (xii) discharging or satisfying any Lien or encumbrance or paying any obligation or liability (absolute or contingent) other than as called for by the Agreement or current liabilities in the ordinary course of business; (fxiii) use its best efforts authorize, solicit, propose or announce an intention to preserve intact the current authorize, recommend or propose, or enter into any agreement in principle or an agreement with any other person with respect to, any plan of liquidation or dissolution, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities, any change in capitalization, or any partnership, association, joint venture, joint development, technology transfer, or other material business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Businessalliance; (gxiv) operate fail to renew any insurance policy naming it as a beneficiary or a loss payee, or take any steps or fail to take any steps that would permit any insurance policy naming it as a beneficiary or a loss payee to be canceled, terminated or materially altered, except in the Business in all material respects in accordance ordinary course of business and consistent with the NRTC Agreements, comply in all material respects with all laws, rules past practice and regulations applicable following written notice to it, including the regulations and policies of the NRTC and DirecTvHPL; (hxv) provide to Purchasersplit, concurrently with filing, sending combine or receipt thereof, copies reclassify any shares of all reports to and other filings and correspondence with the NRTC and DirecTvits capital stock; (ixvi) provide issue any capital stock or options, warrants or rights to Purchaserpurchase or acquire capital stock or change the terms of any such outstanding securities, promptly except that DYM may issue capital stock upon receipt thereof by Sellerthe exercise of options, a copy of (i) any notice warrants or rights outstanding as of the revocationdate of this Agreement; (xvii) in respect of any Taxes, suspension make or limitation change any material election, change any accounting method, enter into any closing agreement, settle any material claim or assessment, or consent to any extension or waiver of the rights underlimitation period applicable to any material claim or assessment except as required by applicable law; (xviii) permitting DYM to dispose of any interest in any assets except for disposals of current assets made in the ordinary course of business and on arms length terms; (xix) permitting DYM to pay any consulting fees, management charges or other similar payments to any of its stockholders, except in the ordinary course of business and consistent with DYM's past practices, or of to enter into any proceeding material transaction with or for the revocation, suspension, or limitation of the rights under, benefit any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses theretoits stockholders; andor (jxx) notify Purchaser in writing immediately upon learning of the institution take or threat of agree to take any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take which would make any of the actions (over which Seller can exercise control) listed its representations or warranties contained in Section 5.9 hereinthis Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants hereunder.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From Between the date hereof through of this Agreement and until the Closing DateClosing, unless performance and except as otherwise required by this Agreement: 7.2.1 The business of MCC shall be operated in the ordinary course consistent with past practices and in a normal businesslike fashion (including, without limitation, its normal accounts receivable practice), and MCC shall take such actions as are in its business judgment reasonably necessary to facilitate a smooth transition of the following obligations is waived by Purchaser (in its sole discretion) in advance control of operation of the business of MCC from MCC to Newco at the Closing. MCC shall use all commercially reasonable efforts to preserve and maintain the business of MCC and MCC's goodwill, including relationships with employees, suppliers and customers. In addition, MCC shall maintain records and books of account for the business of MCC consistent with past practices and in writinga normal businesslike fashion, Seller shall: (a) consult with Purchaser on a regular basis with respect and shall continue to carry all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with insurance for the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt business of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, MCC consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve . 7.2.2 MCC shall not take (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on to be taken) any action which would cause any material change in any of the Purchased Assets items and matters covered by the representations and warranties set forth in Article 3, including, without limitation: 7.2.2.1 incurring or Inventorybecoming subject to, or agreeing to incur or become subject to, any obligation or liability (absolute or contingent), except for sales or dispositions of Inventory current liabilities incurred, and obligations under contracts entered into, in the ordinary course of businessbusiness consistent with past practices; 7.2.2.2 mortgaging, pledging or assuming any lien, or agreeing to do so, in respect to any of its assets; 7.2.2.3 waiving or compromising any material rights or any debt owed to MCC; 7.2.2.4 entering into any obligation exceeding Ten Thousand Dollars (f) use its best efforts $10,000), other than in the ordinary course of business consistent with past practices; 7.2.2.5 increasing the rate of compensation payable or to preserve intact become payable to any employees; 7.2.2.6 terminating or amending any contract to which it is a party, unless terminated or amended in the current ordinary course of business organization consistent with past practices and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating not material to the Businessbusiness of MCC; (g) operate 7.2.2.7 introducing any new method of accounting with respect to the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies business of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending MCC or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreementsassets or liabilities of MCC (assumed or not assumed) (including, without limitation, any change in depreciation or amortization policies or rates); 7.2.2.8 making any capital expenditures, not including debt settlements, or entering into commitments for capital expenditures exceeding, in the aggregate, Fifty Thousand Dollars ($50,000); 7.2.2.9 without ICI's and HII's prior consent (ii) copies which consent shall not unreasonably withhold or delayed), hiring or terminating employees; 7.2.2.10 issuing any shares of all protests, complaints, challenges its capital stock or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing securities or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution any redemption or threat other acquisition of any action against Seller in capital stock of MCC or any courtdeclaration, setting aside, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt payment of any administrative dividend or court order relating distribution of any kind with respect to any shares of capital stock of MCC, except pursuant to the Business. Without limiting exercise of any outstanding MCC Warrants and Options; or 7.2.2.11 commencing, settling or compromising any litigation, except those related to insured claims or arising in the generality ordinary course of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 hereinbusiness consistent with past practices.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller and Owner shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or Inventoryinventory, except for sales or dispositions of Inventory inventory in the ordinary course of business; (f) use its best efforts to preserve intact the its current business organization and its relationships with its employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Businessit; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTvDirecTV; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all reports to and other filings and correspondence with the NRTC and DirecTvDirecTV; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv DirecTV by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, neither Seller nor Owner shall not take any of the actions (over which Seller or Owner can exercise control) listed in Section 5.9 herein.

CONDUCT OF THE BUSINESS PRIOR TO CLOSING DATE. From the date hereof through and until the Closing Date, unless performance of the following obligations is waived by Purchaser (in its sole discretion) in advance and in writing, Seller shall: (a) consult with Purchaser on a regular basis with respect to all decisions which might could reasonably be expected to adversely affect the Business or the Purchased Assets; (b) not modify, amend, alter or terminate any of the NRTC Agreements or any of the Other Assumed Agreements, or waive any default or breach thereunder; (c) comply in all material respects with the NRTC Agreements and the Other Assumed Agreements, use its best efforts to cure any default or breach thereunder, and promptly notify Purchaser upon receipt of notice of any default or breach thereunder; (d) maintain its Records in accordance with prior practice, maintain the Purchased Assets and the Inventory in their present condition, ordinary wear and tear excepted, consistent with past practice, and otherwise use its best efforts to operate the Business as currently operated and in the ordinary course in accordance with practices during the twelve (12) months preceding the date of this Agreement; (e) not sell, transfer, dispose or permit a Lien, directly or indirectly, on any of the Purchased Assets or InventoryAssets, except for sales or dispositions of Inventory in the ordinary course of business; (f) use its best efforts to preserve intact the current business organization and relationships with employees, suppliers, advertisers, Customers and other Persons having dealings with Seller relating to the Business; (g) operate the Business in all material respects in accordance with the NRTC Agreements, comply in all material respects with all laws, rules and regulations applicable to it, including the regulations and policies of the NRTC and DirecTv; (h) provide to Purchaser, concurrently with filing, sending or receipt thereof, copies of all material reports to and other filings and correspondence with the NRTC and DirecTv; (i) provide to Purchaser, promptly upon receipt thereof by Seller, a copy of (i) any notice of the revocation, suspension or limitation of the rights under, or of any proceeding for the revocation, suspension, or limitation of the rights under, any of the NRTC Agreements, and (ii) copies of all protests, complaints, challenges or other documents submitted to or filed with the NRTC or DirecTv by third parties concerning the Business and, promptly upon the filing or making thereof, copies of Seller's responses thereto; and (j) notify Purchaser in writing immediately upon learning of the institution or threat of any action against Seller in any court, or any action against Seller before any governmental agency, and notify Purchaser in writing promptly upon receipt of any administrative or court order relating to the Business. Without limiting the generality of the foregoing, Seller shall not take any of the actions (over which Seller can exercise control) listed in Section 5.9 herein.